PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY

PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY BETWEEN: ("Seller") AND ("Buyer") Dated: Buyer agrees to buy, and Seller agrees to sell, on the following terms, the real property and all improvements thereon (the "Property") commonly known as and located at in the City of County of, State of, legally described as follows: (See Exhibit A attached hereto) 1. PURCHASE PRICE: The total purchase price is Dollars ($ ), payable as follows: (See Exhibit B attached hereto) Any earnest money paid to Seller shall be credited against the purchase price. 2. EARNEST MONEY RECEIPT: Upon execution of this Agreement, Buyer shall pay Dollars ($ ) as earnest money (the "Earnest Money") in the form of a check. If the Earnest Money is in the form of a promissory note, it is due and payable upon satisfaction or waiver by Buyer of the conditions to Buyer's obligation to purchase the Property set forth in this Agreement. The earnest money shall be deposited with Title Company (the "Title Company"). 3. CONDITIONS TO PURCHASE: Buyer's obligation to purchase the Property is conditioned on the following: (See Exhibit B attached hereto) and Buyer's approval of the condition of the Property after reviewing the results of the property inspection described in Section 4. If Buyer has not disapproved the condition of the Property by written notice to Seller within ( ) days after the Execution Date (defined below), Buyer's approval of the Property shall be conclusively presumed ( Due Diligence Period ). If Buyer disapproves the condition of the Property by written notice within such period, this Agreement shall be terminated, and the Earnest Money shall be promptly returned to Buyer. 4. PROPERTY INSPECTION: Seller shall permit Buyer and its agents, at Buyer's sole expense and risk, to enter the Property, at reasonable times after reasonable prior notice to Seller, and after prior notice to the tenants of the Property, as required by the tenants' leases, to conduct inspections, tests and surveys concerning the structural condition of the improvements, all mechanical, electrical and plumbing systems, hazardous materials, pest inspection, soil conditions, wetlands, Americans with Disabilities Act compliance, and other matters affecting the suitability of the Property for Buyer's intended use or otherwise reasonably related to the purchase of the Property. Buyer shall indemnify, hold harmless, and defend Seller from all liens, costs and expenses, including reasonable attorney fees and experts' fees, arising from or relating to Buyer's entry on and inspection of the Property. This Agreement to indemnify, hold harmless, and defend Seller, shall survive Closing or any termination of this Agreement. PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page 1 of 10

5. SELLER'S DOCUMENTS: Within ( ) days after the Execution Date, Seller shall deliver to Buyer, at Buyer's address shown below, legible and complete copies of the following documents and other items relating to the ownership, operation and maintenance of the Property, to the extent now in existence and to the extent such items are within Seller's possession or control: (See Exhibit C attached hereto) 6. TITLE INSURANCE: Within ( ) days after the Execution Date, Seller shall deliver to Buyer a preliminary title report (the "Preliminary Commitment"), together with complete and legible copies of all documents shown therein as exceptions to title, showing the status of Seller's title to the Property, from Title Company (the "Title Company"). Buyer shall have ( ) days after receipt of a copy of the Preliminary Commitment and exceptions within which to give notice in writing to Seller of Buyer's disapproval of any exceptions shown in the report or to any liens or encumbrances affecting the Property which Seller has not agreed to discharge. On or before the Closing Date (defined below), Seller shall remove all such exceptions. All remaining exceptions set forth in the Preliminary Commitment and agreed to by Buyer shall be "Permitted Exceptions." The title insurance policy to be delivered by Seller to Buyer at Closing shall contain no exceptions other than the Permitted Exceptions and the usual preprinted exceptions in an owner's standard form title insurance policy. If Seller is unable or unwilling to remove the exceptions to which Buyer objects, this Agreement shall be terminated, and the Earnest Money shall be promptly returned to Buyer. Buyer may obtain an extended coverage title insurance policy at Buyer s election. The cost of an extended coverage policy, to the extent that it is greater than the cost of a standard coverage policy, shall be at Buyer s sole expense. 7. DEFAULT; REMEDIES: In the event of a default by either party with respect to performance of the obligations created by this Agreement, the parties shall be entitled to pursue all legal and equitable remedies available under Idaho law. In the event of a dispute regarding the performance of either party, the parties agree to engage in good faith mediation prior to the commencement of litigation to resolve their disputes. In the event litigation is required to resolve any dispute under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorney fees relating to the default, including, but not limited to, fees related to the mediation, trial and appeal. The election of Seller to retain the earnest money of Buyer (in the event of a Buyer default) shall not prevent Seller from pursuing other remedies which may be available. 8. CLOSING OF SALE: The sale shall be closed on or before OR ( ) days after the Execution Date (the "Closing Date") in escrow at the Title Company. The sale shall be "closed" when the document conveying title is recorded and funds are disbursed to Seller. At Closing, Buyer and Seller shall deposit with the Title Company all documents and funds required to close the transaction in accordance with the terms of this Agreement. At Closing, Seller shall deliver a certification in a form approved by Buyer that Seller is not a "foreign person" as such term is defined in the Internal Revenue Code. If Seller is a foreign person and this transaction is not otherwise exempt from FIRPTA regulations, the Title Company shall be instructed by the parties to withhold and pay the amount required by law to the Internal Revenue Service. At Closing, Seller shall convey fee simple title to the Property to Buyer by statutory warranty deed (the "Deed"). If this Agreement provides for the conveyance PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page 2 of 10

by Seller of a vendee's interest in the Property by a contract of sale, Seller shall deposit with the Title Company (or other mutually acceptable escrow), the executed and acknowledged Deed, together with written instructions to deliver such deed to Buyer upon payment in full of the purchase price. At Closing, Seller shall pay for and deliver to Buyer a standard form owner's policy of the title insurance in the amount of the purchase price insuring fee simple title to the Property in Buyer's name, subject only to the Permitted Exceptions and the standard preprinted exceptions in a standard form policy. 9. CLOSING COSTS; PRORATES: Unless otherwise provided in a separate written agreement, the real estate commission is due on the Closing Date or upon Seller's breach of this Agreement, whichever occurs first. Seller shall pay the premium for the title insurance policy, which Seller is required to deliver pursuant to the above paragraph. As provided in paragraph 6 above, Buyer shall be required to pay the increase in cost for an extended coverage title policy in the event Buyer elects to be provided with extended coverage. Seller and Buyer shall each pay one-half (1/2) of the escrow fees charged by the Title Company, any excise tax, and any transfer tax. Real property taxes for the tax year in which the transaction is closed, assessments (if a Permitted Exception), personal property taxes, interest on assumed obligations and utilities shall be prorated as of the Closing Date. Prepaid rents, security deposits, and other unearned refundable deposits regarding the tenancies shall be assigned and delivered to Buyer at Closing. The Property qualifies for a special tax assessment or deferral program as follows: [None]. Buyer shall be responsible for payment of all taxes, interest, and penalties, if any, upon removal of the Property from such special assessment or program. 10. POSSESSION: Buyer shall be entitled to exclusive possession of the Property, subject to tenancies existing as of the Closing Date. 11. CONDITION OF THE PROPERTY: Seller is selling the Property "AS IS" and "WITH ALL FAULTS. Seller does not in any respect represent or warrant the condition of the Property, the operations or income from the Property or whether the Property or the use thereof complies with any law. Buyer shall rely on the results of its own inspection and investigation in Buyer s acquisition of the Property. The real estate licensees named in this Agreement have made no representations to any party regarding the condition of the Property, the operations on or income from the Property, or whether the Property or the use thereof complies with any law. Risk of loss or damage to the Property shall be Seller s responsibility until Closing and Buyer s responsibility at and after Closing. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND APPLICABLE RESTRICTIONS. 12. PERSONAL PROPERTY: This sale includes the following personal property: The personal property located on and used in connection with the Property and owned by Seller, which Seller shall itemize in a separate schedule, if any. Seller shall deliver to Buyer such schedule, if any, within ( ) days after the Execution Date. PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page 3 of 10

13. REAL ESTATE OFFICES: LISTING AGENCY Office Phone # Office Fax # E-mail Other Phone Agent Responsible Broker SELLING AGENCY Office Phone # Office Fax # E-mail Other Phone Agent Responsible Broker 14. AGENCY DISCLOSURE: Check one (1) box in Section 1 and one (1) box in Section 2 below to confirm that in this transaction, the brokerage(s) involved had the following relationship(s) with the Buyer(s) and Seller(s). Section 1: A. The brokerage working with the BUYER(S) is acting as an AGENT for the BUYER(S). B. The brokerage working with the BUYER(S) is acting as a LIMITED DUAL AGENT for the BUYER(S), without an ASSIGNED AGENT. C. The brokerage working with the BUYER(S) is acting as a LIMITED DUAL AGENT for the BUYER(S), and has an ASSIGNED AGENT acting solely on behalf of the BUYER(S). D. The brokerage working with the BUYER(S) is acting as a NONAGENT for the BUYER(S). Section 2: A. The brokerage working with the SELLER(S) is acting as an AGENT for the SELLER(S). B. The brokerage working with the SELLER(S) is acting as a LIMITED DUAL AGENT for the SELLER(S), without an ASSIGNED AGENT. C. The brokerage working with the SELLER(S) is acting as a LIMITED DUAL AGENT for the SELLER(S), and has an ASSIGNED AGENT acting solely on behalf of the SELLER(S). D. The brokerage working with the SELLER(S) is acting as a NONAGENT for the SELLER(S). Each party signing this document confirms that he or she has received read and understood the Agency Disclosure Brochure adopted or approved by the Idaho Real Estate Commission and has elected the relationship confirmed above. In addition, each party confirms that the brokerage s agency office policy was made available for inspection and review. EACH PARTY UNDERSTANDS THAT HE OR SHE IS A CUSTOMER AND IS NOT REPRESENTED BY A BROKERAGE UNLESS THERE IS A SIGNED WRITTEN AGREEMENT FOR AGENCY PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page 4 of 10

REPRESENTATION. Each party signing this document understands that the above confirmation DOES NOT create an agency relationship between the Broker(s) and the Buyer(s) and Seller(s) and they are a CUSTOMER and NOT REPRESENTED by a Broker UNLESS there is a SEPARATE signed written agreement as required by Idaho Statute to create that relationship. ACKNOWLEDGED Buyer Date Time Buyer Date Time Seller Date Time Seller Date Time Designated Broker(s) Initials 15. NOTICES: Any notice required or permitted in, or related to, this Agreement must be in writing. Any time limit in or applicable to a notice shall commence on the day following mailing of the notice in the U.S. mails, postage prepaid, by the applicable party to the address of the other party shown below, unless that day is a Saturday, Sunday, or legal holiday, in which event it will commence on the next following business day, or the date of delivery, whichever is earlier. Buyer: Seller: Attn: Attn: Title Title Phone Phone Fax Fax Address Address City/State/Zip City/State/Zip 16. ASSIGNMENT: Seller is relying on the credit and integrity of Buyer. Therefore, Buyer may not assign this Agreement or any rights hereunder without Seller s prior written consent. 17. ATTORNEY'S FEES: In the event a suit, action, arbitration, or other proceeding of any nature whatsoever, including, without limitation, any proceeding under the U.S. Bankruptcy Code, is instituted, or the services of an attorney are retained to interpret or enforce any provision of this Agreement, or with respect to any dispute relating to this Agreement, the prevailing party shall be entitled to recover from the losing party its attorneys', paralegals', accountants' and other experts' fees and all other fees, costs, and expenses actually incurred and reasonably necessary in connection therewith, including on appeal. PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page 5 of 10

18. MISCELLANEOUS: Time is of the essence of this Agreement. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements between them with respect thereto. This Agreement shall not be modified unless in writing, signed by both parties. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement shall not be recorded unless the parties otherwise agree. 19. ADDENDA; EXHIBITS: The following named addenda and exhibits are attached to this Agreement and incorporated within this Agreement: - Exhibit A (Legal Description) - Exhibit B (Terms & Conditions) - Exhibit C (Seller s Documents) - Disclosure Acknowledgment 20. TIME FOR ACCEPTANCE: Buyer has until 5:00 P.M., Mountain Time, to accept this offer. Acceptance is not effective until a copy of this Agreement, which has been signed and dated by Buyer, is actually received by Seller. If this offer is not so accepted, it shall expire. 21. SELLER'S ACCEPTANCE AND BROKERAGE AGREEMENT: Seller agrees to sell the Property on the terms and conditions in this Agreement, and further agrees to pay a commission in the total amount computed in accordance with the listing agreement. If the Earnest Money is forfeited and retained by Seller in accordance with this Agreement, in addition to any other rights the listing agent may have, the listing agent shall be entitled to Zero Percent (0%) of the Earnest Money. 22. BUYERS PREMIUM: The purchase price shall be determined by Seller in its sole and absolute discretion and Seller reserves the absolute authority to sell or not to sell the subject property. No, at list offer shall apply as a purchase price has not been committed or included in the Exclusive Listing Agreement. (A) A 2.5% Buyer s Premium will be added to the Final Bid (Knockdown) Price and it will be included in the total contract price. (B) The Procuring Cause Broker to receive 2.5% of the Buyer s Premium as earned real estate commission. 23. AUTHORITY OF SIGNATORY: If Buyer or Seller is a corporation, partnership, trust, estate, or other entity, the person executing this agreement on its behalf warrants his or her authority to do so and to bind Buyer or Seller. The person signing this Agreement on behalf of Buyer and the person signing this Agreement on behalf of Seller each represents, covenants and warrants that such person has full right and authority to enter into this Agreement and to bind the party for whom such person signs this Agreement to the terms and provisions of this Agreement. 24. COUNTERPARTS; FACSIMILE SIGNATURES: This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Signatures exchanged by facsimile or PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page 6 of 10

electronic transmission shall be deemed to constitute original, manually-executed signatures and shall be fully binding. At the request of either party, the party delivering a document by facsimile or e-mail will confirm facsimile or electronic transmission by signing and delivering a duplicate original document. 25. EXECUTION DATE: The Execution Date is the later of the two dates shown beneath the parties' signatures below. CONSULT YOUR ATTORNEY. THIS DOCUMENT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR REVIEW AND APPROVAL PRIOR TO SIGNING. NO REPRESENTATION IS MADE BY THE REAL ESTATE LICENSEES NAMED IN THIS AGREEMENT AS TO THE LEGAL SUFFICIENCY OR TAX CONSEQUENCES OF THIS AGREEMENT. Buyer: Seller: By Title Execution Date By Title Time Execution Date Time BUYER'S ACKNOWLEDGMENT Buyer affirms the foregoing agreement and acknowledges receipt of a copy thereof signed by Seller. Buyer Date Time Buyer Date Time PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page 7 of 10

EXHIBIT A Legal Description PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page 8 of 10

EXHIBIT B Terms & Conditions PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page 9 of 10

EXHIBIT C Seller s Documents PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page 10 of 10